1.1 Contract means these general terms and conditions of the application of the Transportation Services Contract, together with the Order/Annex and all their annexes, amendments and supplements
1.2 Order means an integral part of the Contract, where the more detailed conditions of transportation are specified.
1.3 Parties means the Client of transportation services and the Transportation Services Provider.
1.4 Transport Services Provider means a Party of the Contract, a professional in the field of transportation and carriage services legal relations, who bases his legal relations of transportation services and carriage on profit.
1.5 Client means a natural or legal person specified in the Order, who supplies the Cargo for the carriage.
1.6 Consignee means a natural or legal person, who takes over the Cargo at the place of unloading.
1.7 Transportation/Carriage means the shipment of the Cargo from the Place of Loading to the Place of its Destination under this Contract and/or the Order/Annex, i.e. the time, during which the Cargo was at the disposal of the Transportation Services Provider, regardless of whether it was in a vehicle, station, storage facility, warehouse or in any other place.
1.8 Place of Loading means a place at which the Cargo is handed over, accepted and loaded for carriage and which is indicated in the Order/Annex.
1.9 Place of Unloading/Destination means the final destination wherein the transportation is completed, when the Cargo is unloaded and delivered to the Consignee.
1.10 Third party means any natural or legal person (as well as the State or municipality), who is not a Party to the Contract, the insurer, the auditor or the lawyer of a Party or the carrier hired by a Transportation Services Provider.
1.11 Cargo means an item(s), which are taken over from the specified Client at the specified Place of Loading by the Transportation Services Provider in order to transport it to the specified Place of Unloading and deliver to the specified Consignee under this Contract and/or the Annex.
1.12 Value of the Cargo means the value of the cargo indicated in Cargo Accompanying Documents and known (in advance) to the Transportation Services Provider from the day of signing the Contract and the Order/Annex, but not later than the day of taking over the cargo for transportation. The Transportation Services Provider undertakes the liability for the declared value of the cargo and evaluates his own capacity to carry out such transportation.
1.13 Insurance contract means the Transportation Services Provider’s third party liability insurance contract whereby the Transportation Services Provider insures his civil liability against the obligations arising out of the Contract and the Order/Annex, and the Transportation services CMR insurance contract.
1.14 Cargo Accompanying Documents means veterinary certificates of the place of unloading, certificates of transit states, CMR Consignment Notes, TIR Carnets, permits, licenses, Cargo invoices and other documents, directly related to the Cargo carried.
1.15 Force majeure means obstacles of force majeure, which could not have been foreseen in advance by the Parties and the occurrence of which prevent the Parties from the implementation of this Contract in full scope.
2. The Subject of the Contract
2.1 By this Contract the Transportation Services Provider undertakes to supply a vehicle at the place of Cargo dispatching point specified by the Client under accepted Order/Annex, to take over the Cargo from the Client by loading it to a vehicle, to deliver the Cargo, trusted to him, to the Place of Destination under CMR Consignment Note and to unload the Cargo and to hand over it to a person, possessing a right to receive the Cargo, under the terms and conditions foreseen in this Contract, while the Client undertakes to pay the agreed price to the Transportation Services Provider for the transportation of the Cargo.
2.2 The Order/Annex contains the details of the carriage conditions. The Order/Annex is established every time for each new carriage. The Order/Annex is an integral part of this Contract. If the Order/Annex is not signed, the Contract shall be applied to its full extent.
2.3 Seeking to fulfill the obligations under this Contract properly, the Transportation Services Provider is not entitled to use third parties at his own choice, unless it is coordinated with the Client in writing in a separate agreement, and the Transportation Services Provider is fully liable to the Client for such third parties.
2.4 The carriage of the Cargo is carried out on international routes in accordance with CMR Convention, legal regulations of the Republic of Lithuania, this Contract and signed Orders/Annexes.
3. Obligations of the Parties:
3.1. The Client undertakes the following obligations:
3.1.1. To provide the Order/Annex for the Cargo carriage to the Transportation Services Provider at least 48 hours prior to the desired day of cargo loading in dispatching point, such Order/Annex containing the following data and details:
a) the Client’s name and address; phone, fax numbers;
b) the address of the Cargo dispatching point; contact person; telephone number;
c) the date and time of vehicle entering the Cargo dispatching point;
d) the details of the Cargo (type, cargo weight or volume, or the number of packages (cartons));
e) the preferred type of cargo vehicle;
f) other data required for the transportation of the Cargo (special carriage conditions);
g) name and address and phone, fax numbers of the Consignee;
h) the delivery address of the Cargo; contact person; telephone number; the information of the person authorized to accept the Cargo;
i) the date and time of the delivery of the Cargo to the destination point.
3.1.2. To transfer the Cargo to the Transportation Services Provider in the Cargo dispatching point in time;
3.1.3. To submit to the Transportation Services Provider the following: the documents required for the Cargo carriage, the Cargo Accompanying Documents, indicating the amount, value and other defining data of the Cargo;
3.1.4. To inform the Transportation Services Provider on changes in any terms and conditions of cargo carriage at least twenty-four (24) hours prior to the hour, indicated in the Order/Annex as the hour for supplying a vehicle at the cargo dispatching point;
3.1.5. To make a payment for the Cargo transportation on the terms agreed in the Contract based on the tariffs agreed by the Parties.
3.1.6. Orders/Annexes are sent to the Transportation Services Provider by the email at the addresses indicated (in accordance with the usual practice of the information provision, including email address). Sending of the Order/Annex to the email address shall be considered as a proper delivery of the Order by the Parties. The Order/Annex shall be deemed accepted if a written refusal to carry out the Contract is not submitted within 2 hours.
3.2. Transportation Services Provider undertakes the following obligations:
3.2.1. Upon receipt of the Client’s order for the carriage of the cargo, to confirm the acceptance of the Order/Annex in writing, i.e. by email, within 2 hours, or to inform about an inability to fulfill the order, stating the reasons for such inability. The Transportation Services Provider may refuse to carry out the Order/Annex only if critical circumstances exist. If the Transportation Services Provider does not provide the written approval or refusal to carry the cargo within the term referred to in this point, it is considered that the Order/Annex has been accepted and will be carried out in accordance to all instructions given by the Client. The Transportation Services Provider undertakes to carry out carriages according to the Orders/Annexes of the Client in strict compliance with the conditions laid down in the orders. The Transportation Services Provider indicates the following in the Oder/Annex: registration plate number of a vehicle and a trailer, name and surname of a driver and other necessary conditions, needed by the Client. At least 8 hours prior to the loading, the Transportation Services Provider returns the signed and stamped Order/Annex. Non-compliance with these conditions shall impose a fine of EUR 50 to the Transportation Services Provider.
3.2.1. To deliver to the cargo dispatching point a technically ready (including but not limited to, clean, dry and without any extraneous odours) vehicle on the time specified in the Order, such vehicle corresponding to the requirements specified in the Order/Annex, suitable for the cargo carriage, and possessing all permits, required to perform the transportation of the cargo. The delivery of improper vehicle shall be equivalent to non-delivery of a vehicle. In case of non-compliance to these conditions, the Transportation Services Provider shall pay a fine of 10% of the freight, however, at least EUR 200, within 5 working days from the day of receiving a demand (invoice) from the Client via email.
3.2.2. If the Client determines any shortcomings of the delivered vehicle that may pose danger to the safety of the Cargo and thus refuses to load the Cargo to such vehicle, the Transportation Services Provider shall, without delay and not later than within one day, supply another vehicle, corresponding to the established requirements;
3.2.3. To accept the Cargo from the Client in accordance with the Cargo quantity (weight) indicated in the Order for the Cargo carriage and the CMR Consignment Note. At the Place of Loading and Unloading, the Transportation Services Provider checks the Cargo, its condition, external packaging, monitors whether the Cargo corresponds to the amounts, labelling and numbering indicated in the CMR Consignment Note as well as controls and participates in the loading and unloading process. In case of discrepancies, the Provider shall inform immediately in writing the Client and the responsible person of the Provider on the existing inconsistencies. If the Cargo quantity (weight) or other characteristics indicated in the CMR Consignment Note do not correspond to the Cargo quantity (weight) or other characteristics indicated in the Order/Annex, the Transportation Services Provider (driver of the vehicle) shall mark such fact in all copies of the CMR Consignment Note at the place of cargo dispatching.
3.2.4. To control and ensure the position and fixing of loaded cargo so that it meets the traffic safety requirements and necessary conditions for safe transportation of the cargo and to ensure that the weight of the carried cargo corresponds to the weight allowed by the laws;
3.2.5. To measure the current temperature of the cargo when accepting the cargo, if the cargo requires a temperature regime;
3.2.6. To ensure, during the whole time of transportation, needed temperature regime for the cargo transportation and other cargo carriage conditions indicated in the Order/Annex (transportation time, etc.), especially when transporting the specific cargo. To carry out the loading and unloading of the cargo by performing the inspection of the cargo.
3.2.7. To ensure the proper qualification of vehicle drivers and possession of all necessary documents and permits, taking into account the specific nature of the cargo. Besides, the Transportation Services Provider undertakes to ensure the proper compliance with the order of drivers working and rest time and with the procedures of the minimum pay for work, taking into account the legislation of the relevant state.
3.2.8. To inform the Client about the forced downtime periods of the vehicles on the road, within one (1) hour from the start of such period.
3.2.9. To insure his liability, as the liability of the Transportation Services Provider via roads, for the Client’s cargo transported and for the financial losses underwent by the Client due to not implemented or improperly implemented obligations by the Transportation Services Provider under this Contract, for the sum of at least EUR 200,000.00 and to ensure that such insurance is valid during the entire period of the Contract. A copy of the insurance policy and the confirmation of the payment shall be provided on the day of signing the Contract and the Transportation Services Provider undertakes to provide a copy of the insurance policy and the confirmation of the payment each time when the Order/Annex is signed. Non-compliance with this obligation shall impose a penalty of 25% of the freight, and not less than five hundred euro (EUR 500.00), to the Transportation Services Provider. In addition, if the Transportation Services Provider fails to comply with the foreseen obligation partially or fully, i.e. insures himself for smaller amount, fails to insure or does not pay the insurance premium in due time, such actions of the Transportation Services Provider shall be treated as intentional actions.
3.2.10. To ensure the compliance with all the requirements and conditions of the Client in terms of the cargo transportation.
3.3. The Transportation Services Provider may freely choose the carriage route, provided it is not agreed or instructed otherwise. Such instructions may be submitted orally as well. The Transportation Services Provider chooses the route at his own risk and bears any additional costs incurred due to his decisions.
3.4. During the transit, stops can be made only in secured parking locations with lights and designed for carriers. The Transportation Services Provider undertakes to select the parking location particularly carefully in order to ensure the standards for the cargo security so that the security and reliability of the parking location matches the characteristics and the value of the cargo. When the value of the cargo is particularly high (over EUR 200,000.00), the Transportation Services Provider must not only select the reliable parking location, but also choose a proper route, in order to avoid potential mandatory stops in unreliable parking locations, states and places, which would have never been used for a stop by a prudent and diligent Transportation Services Provider. Such actions of the Transportation Services Provider are considered as intentional.
3.5. The Transportation Services Provider controls the cargo’s packaging, loading, fixing, weight and position on the axles. The Client shall not be liable for the axle overloading.
3.6. The Transportation Services Provider must immediately inform the Client in writing about the problems (lack of the cargo, damages, overloading, vehicle delays, downtimes and other). If notice on this is not made in writing and a voice call, all the related losses and the risk of increase of the losses due to the delay to notice in a timely manner, shall be covered by the Transportation Services Provider.
3.7. The Transportation Services Provider undertakes to refrain from overloading of the cargo without the written permission of the Client. If the Transportation Services Provider fails to comply with this condition, the Transportation Services Provider has to pay a fine equal to the price of the entire freight.
3.8. When accepting the Cargo, the Transportation Services Provider must verify whether the Consignment Note indicates correct number of packages of the Cargo, its labelling and numbering, as well as verify the external condition of the Cargo. If the Transportation Services Provider does not fulfill this obligation and does not make appropriate indication in the Consignment Note, it shall be considered that any and all damage to the Cargo and/or other losses had occurred during the transportation. Comments on the condition of the Cargo and/or packaging must be reasoned and set out briefly. All comments must be entered into the Client’s copy of the Consignment Note before completing loading of the Cargo. The Transportation Services Provider must load and pack the Cargo so, that the quality of the Cargo is not decreased during the transportation.
3.9. At the request of the Client, the Transportation Services Provider must immediately provide the data of devices measuring temperature regime in a vehicle, provided the temperature regime is required for the transportation of the cargo.
3.10. The Transportation Services Provider must deliver the cargo to the point of destination specified by the Client in the Order at a specified time with undamaged seals (if sealed). If the vehicle with the cargo arrives to the point of destination without seals or with damaged seal, a detailed inspection of the cargo quantity is carried out and both the results of such inspection and the fact of seal damage or loss are recorded in the CMR Consignment Note.
3.11. The Transportation Services Provider may not detain the Cargo of the Client in any way. In the event of inconsistency, the Transportation Services Provider submits a reasonable claim to the Client.
3.12. After delivering the cargo to the destination point, the Transportation Services Provider must hand over the cargo together with all transferred Cargo Accompanying Documents (CMR Consignment Notes, quality and origin certificates, invoices, etc.) to a person, indicated in the Order. The Cargo and the accompanying documents of it shall be considered handed over, when the representative of the Client indicated in the Order signs the CMR Consignment Note.
3.13. If the Consignee of the cargo refuses to accept the cargo, or when the Consignee, specified in the CMR Consignment Note is absent, the Transportation Services Provider informs the Client on this and continues to act in accordance with the Client’s instructions.
3.14. The Transportation Services Provider must send a scanned copy of the CMR by email within 7 calendar days and all the original documents specified in the Contract within 14 calendar days from the day of unloading. In the case of a delay, the payment date shall be extended for the same number of days, as the delay to send the documents occurred.
3.15. The implementation of the obligations of the Transportation Services Provider outlined in points 3.2.2, 3.2.8, 3.2.9, 3.4, 3.6 and 3.11 of the Contract bears special importance to the Client, therefore such obligations are understood as the essential conditions of this Contract. If the Transportation Services Provider fails to implement any of the obligations listed, such behavior of the Transportation Services Provider is equivalent to the intentional act, when the Transportation Services Provider had knowledge of his obligation and had not implemented it intentionally and deliberately. Such intentional actions, among other things, enables the Client to use his right referred to in point 7.2.
4. Accepting – Transferring of Cargo
4.1. The total duration of the loading/unloading of the vehicle in the location, indicated by the Client may not exceed the period of 24 (twenty-four) hours, unless the Parties agree otherwise. If loading/unloading takes longer as a result of the Client’s fault, the Client pays EUR 100 for each delayed day, and in addition compensates all other reasonable losses of the Transportation Services Provider, underwent as a result of delay in loading/unloading of the vehicle, provided the Transportation Services Provider can justify the amount of additional losses in writing. If loading/unloading takes longer as a result of the Transportation Services Provider’s fault, the Transportation Services Provider pays EUR 100 for each delayed day, and in addition compensates all other reasonable losses of the Client, underwent as a result of delay in loading/unloading of the vehicle.
4.2. Loading time shall be calculated from the moment when, a vehicle is supplied at the agreed time and location.
4.3. If a vehicle arrives late, unloading time shall be calculated from the time of the vehicle arrival, however, the Transportation Services Provider shall pay a fine of the size indicated in the Order for late arrival, unless agreed otherwise by the Parties.
4.4. Unloading time shall be calculated from the moment when vehicle is fully prepared for unloading the Cargo at the Place of Unloading, after handing over a copy of a Consignment Note to the Client. The Cargo is considered to be factually transferred to the Client, when the Cargo is unloaded and the Client signs on reception of the Cargo.
4.5. If the Transportation Services Provider is unable to supply a vehicle for loading or delays such supply, he shall immediately inform the Client on this. After receiving such notice, the Client shall immediately inform the Transportation Services Provider, whether the Client agrees on a delayed supply of a vehicle or prefers to terminate the Contract of Transportation services. Termination of the Contract due to the delay by the Transportation Services Provider to provide a vehicle shall not exempt the Transportation Services Provider from the obligation to pay to the Client a 10% penalty from the amount specified in the Order, but not less than one hundred euros (EUR 100). If the Client agrees on a delayed supply of a vehicle, the Transportation Services Provider shall pay a fine to the Client for a delay, as foreseen in point 6.6 of the Contract, however, if higher losses are caused, the Transportation Services Provider must also compensate such losses, provided the Client is able to ground the amount of such losses in writing and a vehicle was late at the place of loading for more than 24 hours.
4.6. If the Client cancels the Cargo approved in the Order for the Transportation Services Provider less than 24 hours before loading or delays the supply of such Cargo, the Client must immediately inform the Transportation Services Provider on this. After receiving such notification, the Transportation Services Provider shall inform the Client immediately, if he agrees that the cargo would be loaded later. The Client undertakes to pay to the Transportation Services Provider a 10% penalty from the amount specified in the order, but no more than one hundred euro (EUR 100). If the Transportation Services Provider agrees to a delayed supply of the Cargo for loading, the Client shall pay a fine for a delay as foreseen in point 4.1.
4.7. Notifications of the Cargo delivery to the place of unloading shall be submitted to the Client via email.
4.8. Taking all possible measures, the Transportation Services Provider must ensure that the Cargo is transferred to the right person, i.e. to the Consignee indicated in the Consignment Note and the form of the Order/Annex. To this end, the Transportation Services Provider must request identity documents, employee’s identification card, company documents and so on. If the Cargo is transferred to the improper Client as a result of faulty implementation this obligation, the liability equal to the loss of the whole Cargo arises to the Transportation Services Provider.
4.9. After delivery of the Cargo to the Place of Unloading, the Transportation Services Provider has the right to request a written confirmation that the Cargo is delivered.
5. The Price of the Services, Payment Terms, Conditions and Order
5.1. The prices for the transportation services provided are indicated in the Order/Annex. All transportation services prices include the declared value of the Cargo, regardless of the fact that it is not singled out by a separate payment.
5.2. The Client undertakes to pay to the Transportation Services Provider for the provided services within 60 days from the day of printing out the invoice and submission of the original CMR Consignment Note of the Unloading Place. If the Client delays such payment, he shall pay to the Transportation Services Provider the interest of 0.02% for each delayed day.
5.3. Following this Contract, the Client shall pay to the Transportation Services Provider for a proper transportation of the Cargo, based on the Client’s Order/Annex for the Cargo carriage and the tariffs established by the Parties.
5.4. The Client must pay to the Transportation Services Provider for the provided services, related to the cargo transportation, based on the tariffs agreed by the Parties, when such tariffs are indicated in the approved form of the Order (Annex).
5.5. The Transportation Services Provider submits to the Client a VAT invoice for payment, after the entire Cargo is delivered to the destination point of the Cargo and transferred to the Consignee of the Cargo, and this fact is confirmed by 3 seals on the CMR Consignment Note.
6. The Liability of the Parties
6.1. The Transportation Services Provider is liable for both the loss of the entire or part of the Cargo or its damage from the moment of accepting the Cargo for carriage until the moment of transferring the Cargo to the Client, and for the late delivery of the Cargo. The accepting of the Cargo shall be considered a moment of accepting the Cargo for loading. The obligation of the Transportation Services Provider to take care of the Cargo expires from the moment the Cargo is transferred (unloaded) to the Client.
6.2. The Cargo is considered as lost, if it is not delivered to the Place of Unloading within thirty (30) days from the deadline to deliver it to the Place of Unloading.
6.3. The Transportation Services Provider shall compensate the Client for the value of lost or damaged Cargo, calculated according to the accompanying documents.
6.4. The damage of the Cargo shall be deemed as the decline in value of the Cargo due to changes in its physical condition. The damage includes both external damage, when the external defects are stated, and internal damage, when the damage of the Cargo exterior is not obvious.
6.5. The Transportation Services Provider must compensate for the damage caused to the Cargo, under the CMR Convention and the Road Transport Code of the Republic of Lithuania; and compensate for the decrease in the value of the Cargo and other related costs. The amount of the compensation for the damaged Cargo shall be calculated in accordance with the value of restoration, amendment or correction at the Client’s choice.
6.6. If the delivery of the Cargo is delayed, the Transportation Services Provider shall pay EUR 100 for each delayed day, besides he shall compensate the losses that are not covered by the payment of a penalty. The payment of penalties shall not exempt the Transportation Services Provider from the obligation to carry out the Contract, unless the Parties agree otherwise.
6.7. A delay shall be considered as failure to deliver the Cargo in time, when the Parties have an agreement on the delivery terms; or, if the Parties do not have the specific terms of the delivery, when the factual duration of the Cargo carriage is longer than the time required for diligent transportation services provider to perform the carriage under normal operating conditions.
6.8. The Transportation Services Provider is not liable for damage to or loss of the Cargo, or the delay to deliver it to the Place of Unloading, if the damage occurred as the result of the following:
6.8.1. As a consequence of the Client’s instructions, provided that the Transportation Services Provider has taken all reasonable measures to notify the Client about the risk of damage occurrence.
6.8.2. The hidden defects of the Cargo, which have become prominent during transportation and it was not possible to determine them at the time of loading.
6.8.3. Due to the circumstances, the Transportation Services Provider could not foresee in any way and could not avoid harmful consequences by any means.
6.8.4. the following circumstances:
184.108.40.206. open (without a tent) vehicle was used for transportation of the Cargo;
220.127.116.11. with the consent of the Client, the Cargo was loaded and carried without or with improper packaging, when it could not have been carried without or with improper packaging in accordance with its properties, as transportation without a proper packaging damages its quality and the damage arises;
6.9. Transportation Services Provider cannot avoid the liability, if the vehicle, used for transportation of the Cargo, broke or when the third person, leasing a vehicle, is at fault.
6.10. Transportation Services Provider forfeits the right to follow the provisions, releasing him from or restricting the liability, if the damage is made by the intentional or negligent actions of the Transportation Services Provider. In this case, the Transportation Services Provider must compensate the reasoned damages to the Client, in accordance with the CMR Convention and the Road Transport Code of the Republic of Lithuania.
6.11. The Parties shall not be liable for non-implementation of the Contract, if a Party proves that such non-implementation occurred as a result of Force Majeure circumstances. In deciding questions of the liability in the case of Force Majeure circumstances, the Parties shall follow the Civil Code of the Republic of Lithuania, Resolution No 840 of the Government of the Republic of Lithuania as of 15 July 1996 and other legal acts.
7. Other provisions
7.1. Contract shall enter into force on the 1st of December, 2017.
7.2. This Contract may be terminated by the written agreement of both Parties, as well as by the decision of one Party by informing another Party on the termination in writing prior to thirty (30) days. All Parties’ obligations arising during the Contract being in force shall remain obligatory to the Parties after termination of the Contract until the full implementation of the duties. If the essential conditions of the Contract are violated, the Contract may be terminated unilaterally immediately by the notification of the damaged Party. The Contract shall be considered as terminated within one (1) day from the notification of the damaged Party.
7.3. All disputes between the Parties arising from this Contract shall be settled in bilateral negotiations. If the agreement is not reached, the dispute may be submitted for arbitrating under the procedure laid down in the laws of the Republic of Lithuania according to the Client’s registered address.
7.4. All notifications and other correspondence sent by the Parties to another Party must be sent in writing and considered as properly delivered, if they are handed over personally with the confirmation of the delivery by the signature of the recipient’s representative, sent by the registered mail to the addresses indicated in the Order/Annex, or handed over personally with the confirmation of the delivery by the signature of the representative, or sent by the e-mail.
7.5. If addresses, bank account numbers or other company information of any Party’s registered office or branch change, such Party must inform another Party on this within 2 business days from the day of such change. The Party, failing to implement this requirement, shall not issue claims or counterclaims stating that another Party’s actions, performed according to the last company information known by it, do not meet the conditions of the Contract, or that such Party has not received the notifications sent to it according to such company information.
7.6. Any amendments or complements to this Contract must be made in writing by the Parties using the form of the Order/Annex and properly signed by the Parties of the Contract.
7.7. This Contract and all its annexes are compulsory to the Parties. In case of the discrepancies between this Contract and the individual Order(s), the provisions of the individual Order(s)/Annex(es) shall be applied.
7.8. The Parties shall not have a right to transfer their rights and obligations arising out of this Contract to the third parties without a written consent of another Party of the Contract.